MASTER LICENSE AND SERVICES AGREEMENT

BY CLICKING THE BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER FORM OR SCHEDULE WITH BOCLIPS THAT REFERENCES THESE TERMS & CONDITIONS OR BY SIGNING UP FOR FREE TRIAL USAGE, YOU AS CUSTOMER AGREE TO THE TERMS OF THIS AGREEMENT.  THE EFFECTIVE DATE WILL BE THE DATE OF ACCEPTANCE OF THIS AGREEMENT.  IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND IN SUCH CASE THE ENTITY SHALL BE DEEMED THE CUSTOMER HEREUNDER.  IF YOU DO NOT HAVE SUFFICIENT AUTHORITY OR IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND ARE NOT PERMITTED TO USE BOCLIPS CLASSROOM OR THE BOCLIPS PLATFORM.

These terms and conditions govern your use of Boclips Classroom and form an agreement between you as the user and Knowledgemotion Ltd., a UK registered company, and its affiliates and subsidiaries (dba Boclips), and include the Boclips Privacy Policy. Boclips Classroom is part of and made available through Boclips proprietary content platform (the “Boclips Platform”). 

License to use Boclips Classroom and Content

Unless otherwise stated, Boclips and/or its licensors own all intellectual property rights in Boclips Classroom, the Boclips Platform and all audio, video, graphic and text content and materials made available through Boclips Classroom (the “Content”). Subject to the license below, all intellectual property rights are reserved by Boclips.

In consideration of and subject to payment of all applicable fees, Boclips grants you the non-exclusive, non-transferable license to access Boclips Classroom and to use the Content solely for educational use, including the right to Stream the Content to students as permitted herein and in accordance with any Content Restrictions.  

You acknowledge and agree that you are not authorized to and shall not:

     - re-publish Content (including republication on another website);
     - sell, rent or sub-license Content;
     - reproduce, duplicate, copy or otherwise exploit the Content for a non-educational, commercial purpose; or
     - redistribute Content, except for Content specifically and expressly made available for redistribution, and provided that where Content is specifically made available for redistribution, it may only be redistributed within your organisation.

Acceptable use

You agree to comply with all limitations or restrictions on the use, publication or distribution of Content as published or posted on Boclips Classroom.  You shall be responsible for ensuring that the Content and use of the Content for your purposes complies with all applicable laws, rules and regulations. 

You must not use Boclips Classroom or the Boclips Platform in any way that causes, or may cause, damage to Boclips Classroom or the Boclips Platform (or any Content)  or impairment of the availability or accessibility of Boclips Classroom, the Boclips Platform or any Content; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You shall not, and shall not permit others to, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content. You further agree not to or attempt to, or allow others to, (a) disable or interfere with any security related features of Boclips Classroom or features that prevent or restrict use or copying of the Content; and (b) access the Content for any reason other than for Streaming as permitted herein. "Streaming" means a digital transmission of the website’s content by Boclips via the internet to a user operated internet enabled device in such a manner that the data is intended for real-time viewing and not intended to be downloaded (either permanently or temporarily), copied, stored, or redistributed by the user.

You must not use Boclips Classroom or the Boclips Platform website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit and/or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), or use any Content or materials on Boclips Classroom or Platform to train any model of Artificial Intelligence, or replicate the Contents or features of Boclips Classroom within AI tools on or in relation to Boclips Classroom without Boclips’ express written consent.

Restricted access

Access to certain areas of the Boclips Platform may be restricted. Boclips reserves the right to restrict access to areas of Boclips Classroom, or the Boclips Platform, at Boclips’ discretion.

If Boclips provides you with a user id and password to enable you to access restricted areas of Boclips Classroom or other content or services, you are responsible for ensuring that the user id and password are kept confidential.  Boclips may disable your user id and password in Boclips’ sole discretion without notice.

User content

”User Content” means any material (including without limitation text, images, audio material, video material and audio-visual material) that you upload to Boclips Classroom for use by you.

You grant to Boclips a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your User Content for the purposes of providing use of the User Content as requested including storage, display and Streaming to students. 

You represent and warrant that User Content is not illegal or unlawful, does not infringe any third party's intellectual property, privacy, publicity or other legal rights, and will not give rise to legal action whether against you or Boclips or a third party (in each case under any applicable law).

Boclips reserves the right to edit or remove any User Content if it believes such User Content is in breach of these terms or presents a legal or other risk to Boclips or its customers or any other person. Boclips may remove User Content at any time with or without notice to you. 

Notwithstanding Boclips’ rights under these terms in relation to User Content, Boclips does not undertake to monitor the submission of such content to, or the publication of such content on, Boclips Classroom.

No warranties

The Boclips Platform, Boclips Classroom and all Content is provided “as is” without any representations or warranties, express or implied. Boclips disclaims and makes no representations or warranties in relation to The Boclips Platform, Boclips Classroom and all Content.

Without prejudice to the generality of the foregoing paragraph, Boclips does not warrant that: (i) Boclips Classroom or any Content will be constantly available, or available at all; or (ii) the information on Boclips Classroom or any Content is complete, true, accurate or non-misleading or will be fit for your purposes.  You are solely responsible for choosing Content and your use of the Content.

Limitations of liability

Boclips will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the Boclips Platform, Boclips Classroom or any Content for: (i)  any direct loss; (ii)  any indirect, special or consequential loss; or (iii) any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

You are responsible for reviewing and ensuring, and Boclips does not accept any liability for, the accuracy and compliance of its Content with state, national, or international guidelines regarding appropriateness, political debate and opinion, or regulatory compliance in the jurisdiction in which the Content is accessed or viewed, or other audience guidance concerning sexual content, violence, explicit imagery, or adult content.

Users acknowledge and agree that the use of Content in an educational context remains entirely at their discretion. Boclips shall not be held responsible for any consequences arising from the use of the Content in educational settings, including but not limited to the selection, integration, and presentation of materials within the curriculum.

By accessing and using Boclips Classroom, users expressly waive any claims or demands against Boclips related to the appropriateness, accuracy, or compliance of the Content with any guidelines, regulations, or standards, including those of user’s academic or institutional policies. Users are solely responsible for exercising their own judgment and discretion when utilizing Content in educational activities.

These limitations of liability apply even if Boclips has been expressly advised of the potential loss.

Exceptions

Nothing in these terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing herein will exclude or limit Boclips’ liability in respect of any: (i) death or personal injury caused by Boclips’ negligence; (ii) fraud or fraudulent misrepresentation on the part of Boclips; or (iii) matter which it would be illegal or unlawful for Boclips to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Unenforceable provisions

If any provision of these terms including the disclaimers herein is, or is found to be unenforceable under applicable law, that will not affect the enforceability of the other provisions of these terms.

Indemnity

You hereby indemnify Boclips and undertake to keep Boclips indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Boclips to a third party in settlement of a claim or dispute on the advice of Boclips’ legal advisers) incurred or suffered by Boclips arising out of your use of the Content or any breach by you of any provision of these terms and conditions, excluding to the extent such claim or dispute results from Boclips’ negligence, breach of these terms or willful misconduct.

Fees

You will pay Boclips the fees as described in the order form or applicable Schedule(s). All sums payable are exclusive of taxes, levies, or duties, which are payable by you at the appropriate rate. Boclips reserves the right to terminate access to Boclips Classroom if fees are not paid. 

Free Usage Terms

If you have acquired free usage of Boclips Classroom, the following terms shall apply to such free usage:

     a. Free Usage Disclaimer
          During the free usage period, Boclips provides access to the Boclips Platform, including Boclips Classroom, on as as-is basis without any warranties or representations, and disclaims all liability for any damages, losses, or issues arising from the use of the Boclips Platform during the trial period.

     b. Free Usage Limits
         i.  Boclips reserves the right to set or modify usage and term limits for free use at its sole discretion. Changes to these limits may be implemented at any time without prior notice.
         ii. Boclips reserves the right to terminate or suspect access to the Boclips Platform for free users at any time and for any reason. This includes, but is not limited to, violation of these terms.
         iii. You shall only use the Free Trial for internal use and not for third party commercial use.  

     c. Support Disclaimer
         While Boclips will make reasonable efforts to provide support during the free usage period, free users acknowledge and agree that Boclips has no contractual obligation or Service Level Agreement to provide service or technical support.

     d. Data and Privacy 
         During the free usage period, Boclips may collect and process user data as outlined in the Privacy Policy. Boclips does not collect or process any personal data of student End Users.  Users are encouraged to review the Privacy Policy for details on how their data are handled.

Expiration of Free Usage

Upon expiration or termination of the Free Use period, including by exceeding any limits to free use set by Boclips, if user has not converted to a full license by execution of a new order form or schedule, Boclips has the right to immediately terminate user’s right to access and use Boclips Classroom and any Content, and to permanently delete any data user has entered into the services.

Breach of these terms and conditions

Without prejudice to Boclips’ other rights under these terms and conditions, if you breach these terms and conditions in any way, Boclips may take such action as Boclips deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

User Email And Notices

You agree to provide Boclips with your e-mail address, to promptly provide Boclips with any changes to your e-mail address, and to accept emails (or other electronic communications) from Boclips at the e-mail address you specify. Except as otherwise provided in this Agreement, you further agree that Boclips may provide any and all notices, statements, and other communications to you through e-mail. 

Assignment

Boclips may transfer, sub-contract or otherwise deal with Boclips’ rights and/or obligations under these terms and conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Amendment to Terms

Boclips may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of England and Wales.